This document is an excerpt translation of the Japanese original and it is for reference purpose only. In the event of any
discrepancy between this English version and the Japanese original, the original shall prevail. KOMEDA Holdings Co.,
Ltd. assumes no responsibility for this translation, or for direct, indirect, or any other forms of damages arising from thetranslation.

To Shareholders

Securities Code: 3543
May 10, 2023
Yuichi Amari
Representative Director, President & CEO

KOMEDA Holdings Co., Ltd.
3-12-23, Aoi, Higashi-ku,
Nagoya, Aichi, JAPANNOTICE OF CONVOCATION OF
THE 9TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
We are pleased to announce the 9th Ordinary General Meeting of Shareholders of KOMEDA Holdings Co., Ltd.
(hereafter the “Company”), which will be held as set forth below.
For the General Meeting of Shareholders, the Company provides information comprising the content ofreference documents for the General Meeting of Shareholders, etc. (matters for which measures for providing
information in electronic format are to be taken) in electronic format, which is posted on the Company’s website.
Please access the website by using the internet address shown below to review the information.
The Company’s Website:
http://www.komeda-holdings.co.jp/ir/meeting.html
Website for posting materials for the General Meeting of Shareholders:
https://d.sokai.jp/3543/teiji/
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (Japanese)
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show (English)
Access the TSE website by using the internet address shown above, enter “KOMEDA Holdings” in “Issue name(company name)” field or the Company’s securities code “3543” in “Code” field, and click “Search,” and thenclick “Basic information,” select “Documents for public inspection/PR information,” and confirm “Notice ofGeneral Shareholders Meeting/Informational Materials for a General Shareholders Meeting” under “Files
information available for public inspection.”
Please be advised that even if you do not attend the General Meeting of Shareholders in person, you can exercise
your voting rights in writing or via electronic means (internet, etc.). Please review the attached Reference
Documents for the General Meeting of Shareholders, and exercise your voting right by 6:00 p.m. on Wednesday,
May 24, 2023 (JST).

-1-1. Date and Time:

10:00 am (JST) on Thursday, May 25, 2023
(Reception is scheduled to start at 9:00 am.)

2. Place:

Banquet Room “Nago” 3rd Floor
Nagoya Kanko Hotel
1-19-30 Nishiki, Naka-ku, Nagoya, Aichi

3. Purpose of the Meeting:
Matters to be Reported:
1. The business report, the consolidated financial statements and audit results on consolidated
financial statements by Accounting Auditors and the Audit & Supervisory Committee for fiscal
2022 (March 1, 2022 to February 28, 2023)
2. The non-consolidated financial statements for fiscal 2022 (March 1, 2022 to February 28, 2023)
Proposals to be Resolved:
Proposal 1: Election of Five (5) Directors (excluding Directors who are Audit & Supervisory
Committee Members)
Proposal 2: Election of Two (2) Directors who are Audit & Supervisory Committee Members
Proposal 3: Revisions to Restricted Stock-Based Remuneration Plan for Directors (excluding
Directors who are Audit & Supervisory Committee Members)
4. Matters Posted on the Company Website
Of the electronic provision items, the following documents are not included with the material sent toshareholders who have requested delivery of written documents in accordance with laws and regulations,and Article 14 of the Articles of Incorporation. Accordingly, the subject documents include those auditedby the Audit and Supervisory Committee and the Accounting Auditor in preparing the audit report.
Of note, for the General Meeting of Shareholders, regardless of whether a request for delivery of written
documents has been made, the Company will send written documents to all shareholders, excluding thosefrom the electronic provision measures items listed below.
Business Report:- Status of assets and earnings- Business challenges and countermeasures- Main business- Major offices and plants- Status of employees- Status of major lenders- Status of shares- Status of subscription rights to shares- Matters related to outside directors- Status of accounting auditor- System to ensure the properness of business
operations and overview of operational status- Policy on determination of dividends of surplus
and others

Consolidated Financial Statements:- Consolidated Statement of Changes in Equity- Notes to the Consolidated Financial Statements
Non-Consolidated Financial Statements:- Balance Sheet- Statement of Income- Statement of Changes in Net Assets- Notes to the Non-Consolidated Financial
Statements
Auditor’s Reports:- Accounting Auditor’s Report on the Consolidated
Financial Statements- Accounting Auditor’s Report on the
Non-Consolidated Financial Statements

Notes:• When attending the meeting in person, please present the enclosed Voting Rights Execution Form at thereception counter.
• In the case of any modification to the electronic provision measures items, the original and revised matterswill be posted on the Company’s website.
• No gifts, beverages, or printed version of the Notice of Convocation of the 9th Ordinary General Meeting of
Shareholders will be provided at the venue.
• The results of the resolutions will be announced on the Company’s website following the conclusion of theGeneral Meeting of Shareholders.

-2-Instructions for Exercising Voting Rights
Voting rights at the General Meeting of Shareholders are important rights of shareholders. Please review theReference Documents of the General Meeting of Shareholders below and exercise your voting rights.
Voting rights may be exercised by attendance, mail or via the internet.
In the event voting rights are exercised more than once:(1) If the voting right is exercised both via the internet and by mail, only the exercise of the voting right via
the internet shall be valid.
(2) If the voting right is exercised more than once via the internet, only the last exercise of the voting rightshall be valid.
1. When exercising voting rights via INTERNET
Exercise due date:No later than 6:00 p.m.,on Wednesday, May 24, 2023 (JST)Please access the Voting Rights Exercise Website from your computer or smartphone as follows andindicate whether you are for or against each of the items.
Log in from your smartphone
1. Scan the QR Code at the lower right-hand side of the Voting Rights Exercise Form.
- It is not necessary to type a burdensome code or password.
- You can exercise your voting rights only one time by scanning the QR Code to log in.
- If exercising voting rights more than once, use the instructions in “Log in from your computer, etc.”- QR Code is a registered trademark of DENSO WAVE INCORPORATED.
2. Then, please indicate whether you are “for” or “against” each of the items by following the directions
on the website.
Log in from your computer, etc.
Voting Rights Exercise Website: https://www.web54.net
1. Access the Voting Rights Exercise Website.
2. Fill in the “Code” described on the lower right-hand side of the Voting Rights Exercise Form, andthen, fill in the “password” provided on the lower right-hand side of the Voting Rights Exercise Form.
3. Register a new password.
4. Then, please indicate whether you are “for” or “against” each of the items following the directions
on the website.
If you have any enquiries on systems, etc., please contact the Help Desk shown below.
Web support, Sumitomo Mitsui Trust Bank, Limited.
Tel: 0120-652-031 (Toll-free, Japanese language only)(Business hours: 9:00 to 21:00)
To institutional investors:
KOMEDA participates in the electronic voting rights exercise platform operated and administered by
ICJ, Inc.

-3-

2. When exercising voting rights by MAIL
Exercise due date:
To be returned to us no later than 6:00 p.m.,on Wednesday, May 24, 2023 (JST)Please indicate whether you are “for” or “against” each of the items on the Voting Rights Exercise Formand return it to the Company. If there is no indication of “for” or “against” a proposal, it shall be deemedthat you have voted for the proposal.
Guide to filling in the Voting Rights Exercise Form:
Please indicate “for” or “against” for each item.
- Proposal 1 and 2
When you are for all of the candidates in the item, mark ○ in the “for” box, and when you are against
all of the candidates, mark ○ in the “against” box.
If you are against certain candidates, mark ○ in the “for” box, and also write the candidate number
for each candidate you are against inside the parentheses.
- Proposal 3
When you are for the proposed item, mark ○ in the “for” box, and when you are against the item,
mark ○ in the “against” box.
3. When exercising voting rights by ATTENDANCE
Date and Time of the Meeting:
10:00 am, on Thursday,
May 25, 2023 (JST)(Reception is scheduled to start at 9:00 am.)Please submit the Voting Rights Exercise Form to the reception counter at the Meeting.

-4-Reference Documents for the General Meeting of Shareholders
Proposal and Reference Information
Proposal 1: Election of Five (5) Directors (excluding Directors who are Audit & Supervisory Committee
Members
The terms of office of all five (5) Directors (excluding directors of Audit & Supervisory Committee members;
the same shall apply hereinafter in this proposal) will expire at the conclusion of this Ordinary General Meetingof Shareholders. Accordingly, the Company proposes the election of five (5) Directors.
The Independent Advisory Committee deliberated the appropriateness of the candidates for Director, and basedon the opinion from the Independent Advisory Committee, the Company selected the candidates for Director.
Also, the Audit & Supervisory Committee has considered this proposal, and the Company has obtained theopinion that each candidate is qualified as a director of the Company. The candidates for Director are as follows:
Candidate Number:

1
Reappointment
Name:
Yuichi Amari

Brief personal profile, position and responsibility in the Company, and significant concurrent
positions:Apr. 1985
Jul. 2006
Oct. 2006
Apr. 2011
Aug. 2011
Apr. 2017
Dec. 2019
Mar. 2020
May 2020
Nov. 2020
May 2021

Date of Birth:

Oct. 2021

April 1, 1963

Mar. 2022

Number of shares
owned:

May 2022
May 2022

13,230Mar. 2023

The Sanwa Bank, Ltd. (currently MUFG Bank, Ltd.)
Executive Officer, SEGA SAMMY HOLDINGS INC.
Director, Sammy Corporation
Representative Director and Senior Managing Director, Division Manager ofSales Division, Sammy Corporation
President & CEO, TAIYO ELEC Co., Ltd.
Senior Executive Officer, SEGA SAMMY HOLDINGS INC.
Advisor, KOMEDA Co., Ltd.
Director, Division Manager of Sales Division, KOMEDA Co., Ltd.
Director, KOMEDA Holdings Co., Ltd.
Senior Managing Director, Division Manager of Sales Division, and in chargeof Human Resources and General Affairs Division, KOMEDA Co., Ltd.
Representative Director, Vice President, KOMEDA Holdings Co., Ltd.
Representative Director, Vice President, Division Manager of Sales Division,and in charge of Human Resources and General Affairs Division, KOMEDA
Co., Ltd.
Representative Director, Vice President, Division Manager of Sales Division,and in charge of Human Resources Division, KOMEDA Co., Ltd.
Representative Director, Vice President, and in charge of Human Resources
Department, KOMEDA Co., Ltd.
President and Representative Director, KOMEDA Holdings Co., Ltd. (current)
President and Representative Director, KOMEDA Co., Ltd., and in charge of
Human Resources Department, KOMEDA Co., Ltd.
President and Representative Director, KOMEDA Co., Ltd. (current)

Significant concurrent positions:
President and Representative Director, KOMEDA Co., Ltd.
Reasons for nomination as a candidate for Director:
Mr. Yuichi Amari has extensive experience in the sales field, including serving as a branchmanager of a bank. He was the sales division manager of an entertainment and consumer
products companies and is the president of KOMEDA Co., Ltd., a subsidiary of the Company.
He has a track record of expanding business with many business partners regardless of the typeof business or format, and has a wealth of experience, insight, and knowledge of financial
accounting. The Company has considered that as member of the Board of Directors of theCompany, he will be able to make appropriate decisions based on the above experience,achievements, insights, and to make prompt decisions for the entire business of the Company,
so it has appointed him as a candidate for Director.

-5-Candidate Number:2
Reappointment
Name:
Hiroki Shimizu

Brief personal profile, position and responsibility in the Company, and significant concurrent
positions:Oct. 1998
Jun. 2002
Sep. 2014
Nov. 2014
Apr. 2016
May 2017
May 2017
May 2019
May 2020
May 2020

Date of Birth:
August 19, 1973
Number of shares
owned:
27,340Oct. 2021
Mar. 2022
Mar. 2022
May 2022
May 2022
Mar. 2023

Showa Ota & Co. (currently Ernst & Young ShinNihon LLC)
Registered as a Certified Public Accountant
Outside Auditor, KOMEDA Co., Ltd.
Outside Auditor, KOMEDA Holdings Co., Ltd.
Outside Director/Audit & Supervisory Committee Member, KOMEDA
Holdings Co., Ltd.
Deputy Division Manager of Administration Headquarters, KOMEDA
Holdings Co., Ltd.
Director and Deputy Division Manager of Business Strategy Division,
KOMEDA Co., Ltd.
Director and Deputy Division Manager of Administration Headquarters,
KOMEDA Holdings Co., Ltd.
Director and CFO, Division Manager of Administration Headquarters,
KOMEDA Holdings Co., Ltd.
Director and Division Manager of Business Strategy Division, KOMEDA Co.,Ltd.
Director, Division Manager of Business Strategy Division, and in charge ofGeneral Affairs Department, KOMEDA Co., Ltd.
Director in charge of Business Strategy, Administration Division and General
Affairs Department, KOMEDA Co., Ltd.
Komisaris, PT KOMEDA Coffee Indonesia (current)Managing Director, CFO of KOMEDA Holdings Co., Ltd. (current)Managing Director in charge of Business Strategy, Administration Division andGeneral Affairs Department, KOMEDA Co., Ltd.
Managing Director in charge of Business Strategy and Administration Division,
KOMEDA Co., Ltd. (current)

Significant concurrent positions:Managing Director in charge of Business Strategy, Administration Division, KOMEDA Co.,Ltd.
Komisaris, PT KOMEDA Coffee Indonesia
Reasons for nomination as a candidate for Director:
Mr. Hiroki Shimizu is a former outside director (Audit & Supervisory Committee member) of
the Company, and in addition to being familiar with the overall business of the Company, he isalso the managing director in charge of the Business Strategy Division of its operating
subsidiary, KOMEDA Co., Ltd. With a high level of expertise and compliance as a certified
public accountant, he participates in management from a wide range of positions regarding
business management and financial strategy.
The Company has considered that as a member of the Board of Directors of the Company, hewill be able to make appropriate decisions based on the above experience, achievements,
insights, and to make prompt decisions for the entire business of the Company, so it has
appointed him as a candidate for Director-6-Candidate Number:

3

Brief personal profile, position and responsibility in the Company, and significant concurrent
positions:Apr. 1993

Reappointment
Name:
Naoki Kitagawa

Apr. 2000
Jun. 2014
May 2017
May 2019
Mar. 2022
Mar. 2023

Fuji Denki Sosetsu Co., Ltd. (currently Fuji Furukawa Engineering &Construction Co., Ltd.)
Joined KOMEDA Co., Ltd.
Executive Officer, KOMEDA Co., Ltd.
Director and Division Manager of Store Development Division, KOMEDA Co.,Ltd.
Director, KOMEDA Holdings Co., Ltd. (current)
Director in charge of Sales, Store Development & Construction, and Franchisee
Support Division, KOMEDA Co., Ltd.
Director in charge of Sales, Store Development & Construction, and Human
Resources & General Affairs Division, KOMEDA Co., Ltd. (current)

Significant concurrent positions:
Director in charge of Sales, Store Development & Construction, and Human Resources &General Affairs Division, KOMEDA Co., Ltd.
Date of Birth:
May 26, 1970
Numberowned:

ofshares27,530Candidate Number:

4
Reappointment
Name:
Tomohide Yamamoto

Reasons for nomination as a candidate for Director:
Mr. Naoki Kitagawa joined KOMEDA Co., Ltd., a subsidiary of the Company, in 2000, gaining
experience in sales and store operations. He is responsible for the sales and store development
departments, and has a deep knowledge of the Company’s business, as well as a wealth ofexperience, achievements, and insights related to store development.
The Company has considered that as a member of the Board of Directors of the Company, hewill be able to make appropriate decisions based on the above experience, achievements,
insights, and to make prompt decisions for the entire business of the Company, so it has
appointed him as a candidate for Director.
Brief personal profile, position and responsibility in the Company, and significant concurrent
positions:Apr. 1989
Oct. 2003
Aug. 2010
Oct. 2013
Jun. 2015
May 2017
Mar. 2018
May 2019
May 2019
May 2020
Mar. 2022

Date of Birth:January 27, 1967
Number of shares
owned:
9,030

Daiwa Jitsugyo Group (currently Daiwa Exceed Co., Ltd.)DOUTOR Coffee Co., Ltd.
General Manager of Management Quality Department, SUPER HOTEL Co.,
Ltd.
General Manager of Sales Promotion Department, KOMEDA Co., Ltd.
Executive Officer, KOMEDA Co., Ltd.
Director and Division Manager of Sales Division, KOMEDA Co., Ltd.
Director and Division Manager of Marketing Division, KOMEDA Co., Ltd.
Director and Division Manager of Sales Division, KOMEDA Co., Ltd.
Director, KOMEDA Holdings Co., Ltd. (current)
Director and Division Manager of Business Promotion Division, KOMEDA
Co., Ltd.
Director in charge of Production Division, Product Management Division andMarketing Division, KOMEDA Co., Ltd. (current)

Significant concurrent positions:
Director in charge of Production Division, Product Management Division and Marketing
Division, KOMEDA Co., Ltd.
Reasons for nomination as a candidate for Director:
Mr. Tomohide Yamamoto has been involved in the restaurant and franchise business for many
years at other companies in the industry. At KOMEDA Co., Ltd., a subsidiary of the Company,
he has been responsible for sales improvement of existing stores and new products development
as a division manager of Sales, and Marketing Division. He has a wealth of experience,achievements and insights cultivated through such business execution.
The Company has considered that as a member of the Board of Directors of the Company, hewill be able to make appropriate decisions based on the above experience, achievements,
insights, and to make prompt decisions for the entire business of the Company, so it has
appointed him as a candidate for Director.

-7-

Candidate Number:

5
Reappointment

Brief personal profile, position and responsibility in the Company, and significant concurrent
positions:Apr. 1990
Apr. 1997
Aug. 2000

Name:

Mar. 2001

Kazuhiro Ishihara

Mar. 2002
Jun. 2005
Mar. 2006
Feb. 2014
Dec. 2015
Jan. 2018
Aug. 2019

Date of Birth:
December 3, 1967
Number of shares
owned:-

Note 1:
Note 2:

ITOCHU Corporation
DANON International Brands Japan Co., Ltd. assigned temporarily
General Manager of Business Development Department, Tullyʼs Coffee Japan
Co., Ltd.
Director, General Manager of Business Development Department, Tullyʼs
Coffee Japan Co., Ltd.
Managing Director, Tullyʼs Coffee Japan Co., Ltd.
President and Director, Cold Stone Creamery Japan
President and Representative Director, Cold Stone Creamery Japan
Director and Division Manager of Sweets and Café Division, HotLand Co., Ltd.
Director and Division Manager of Overseas Division, HotLand Co., Ltd.
Officer, Siren Retail Organization, Starbucks Coffee Japan, Ltd.
Officer, Store Development & Siren Retail Organization, Starbucks Coffee
Japan, Ltd.

Significant concurrent positions:
None
Reasons for nomination as a candidate for Director:
Mr. Kazuhiro Ishihara has been involved in the restaurant and franchise business for many years
at other companies in the industry and has a wealth of experience, achievements and insights
cultivated through such business execution. In addition, he has a high level of expertise,
experience, and insight of corporate management as a former President and Representative
Director of Cold Stone Creamery Japan.
The Company has considered that as a member of the Board of Directors of the Company, hewill be able to make appropriate decisions based on the above experience, achievements,
insights, and to make prompt decisions for the entire business of the Company, so it has
appointed him as a candidate for Director.

There are no special interests between any of the candidates and the Company.
The Company has entered into a directors and officers liability insurance contract with an insurancecompany to insure all Directors. The insurance contract covers damages that may arise from any
improper acts (including omissions) by the insured Director, based on assuming his/her
responsibilities for the performance of their duties or receiving claims in pursuit of such
responsibilities, although the Company bears all insurance premiums for the insured.
If this proposal is approved and a candidate becomes a Director, each candidate will be the insured
in the insurance contract. The Company plans to renew the insurance contract with the same terms
and conditions during the terms of office.

-8-

Proposal 2: Election of Two (2) Directors who are Audit & Supervisory Committee Members
The term of office of two (2) Directors of Audit & Supervisory Committee member, Mr. Akemitsu Nakahama
and Mr. Masatoshi Hori, will expire at the conclusion of this Ordinary General Meeting of Shareholders.
Accordingly, the Company proposes the election of two (2) Directors who are Audit & Supervisory Committee
members.
Based on the opinion from the Independent Advisory Committee, the Company decided the candidates for
directors who are Audit & Supervisory Committee Members. The Audit & Supervisory Committee has
previously given its consent to this proposal.
The candidates for Directors who are the Audit & Supervisory Committee member are as follows:
Candidate Number:

1
Reappointment
OutsideIndependent
Name:
Masatoshi Hori

Brief personal profile, position and responsibility in the Company, and significant concurrent
positions:Apr. 1976
Jan. 1990
Dec. 2005
Jun. 2011
Mar. 2012
Jun. 2015
May 2019
Mar. 2020
Jun. 2021

Fuji Xerox Co., Ltd. (currently FUJIFILM Business Innovation Corp.)
The Japan Research Institute, Limited
President and Representative Director, Pokka Corporation (currently POKKASAPPORO FOOD & BEVERAGE LTD.)
Chairman and Representative Director, Pokka Corporation
President and Representative Director, POKKA SAPPORO FOOD &BEVERAGE LTD.
Outside Auditor, AICHI ELECTRIC CO., LTD.
Outside Director/Audit and Supervisory Committee Member, KOMEDA
Holdings Co., Ltd. (current)
Outside Director, The Yokohama Rubber Co., Ltd. (current)
Outside Director, SHiDAX CORPORATION (current)

Significant concurrent positions:
Outside Director, The Yokohama Rubber Co., Ltd.
Outside Director, SHiDAX CORPORATION

Date of Birth:
October 14, 1953
Numberowned:

of-sharesReasons for nomination as a candidate for Director (Outside Director) who is Audit &Supervisory Committee member, and summary of expected roles:
Mr. Masatoshi Hori has a high level of expertise, experience, and insight of corporate
management, business strategy, sales, and marketing as a former Representative Director of
POKKA SAPPORO FOOD & BEVERAGE LTD. The Company nominated him as a candidate
for a Director (Outside Director) who is Audit & Supervisory Committee member in the belief
that he will contribute to the management of the Company with his ample knowledge andinsight.
Reason for judging independence:
There is no business relationship between the Company and his concurrent positions, and there
are no other special interests.

-9-Candidate Number:2
New appointment
OutsideIndependent
Name:
Hisashi Shirahata

Brief personal profile, position and responsibility in the Company, and significant concurrent
positions:Sep. 1985
Jul. 1988
Oct. 1991
Jul. 1999
Jul. 2000
Jul. 2002
Sep. 2006
Jul. 2022
Mar. 2023

Aoyama Audit Corporation
Registered as a Certified Public Accountant
The Mitsubishi Bank, Ltd. (currently MUFG Bank, Ltd)
Aoyama Audit Corporation
Partner, ChuoAoyama Audit Corporation
Representative Partner, ChuoAoyama Audit Corporation
Partner, PricewaterhouseCoopers Aarata (currently PricewaterhouseCoopers
Aarata LLC)
Outside Director, INFORMATION DEVELOPMENT CO., LTD. (current)
External Audit & Supervisory Board Member, Itoki Corporation (current)

Significant concurrent positions:
Outside Director, INFORMATION DEVELOPMENT CO., LTD.
Outside Director, Itoki Corporation

Date of Birth:
May 5, 1962
Numberowned:

of-

Note 1:
Note 2:

Note 3:Note 4:Note 5:

sharesReasons for nomination as a candidate for Director (Outside Director) who is Audit &Supervisory Committee member, and summary of expected roles:
Mr. Hisashi Shirahata has a high level of expertise, experience, and insight as a Certified Public
Accountant in the field of accounting and finance. The Company nominated him as a candidate
for a Director (Outside Director) who is Audit & Supervisory Committee member in the belief
that he will contribute to the decision-making of the Board of Directors and the strengtheningof the effectiveness of the supervisory function.
Although he has never been involved in corporate management beyond serving as an outside
director, the Company determines that he can appropriately perform his duties as an outside
director for the above reasons.
Reason for judging independence:
There is no business relationship between the Company and his concurrent positions, and there
are no other special interests.

Mr. Masatoshi Hori and Mr. Hisashi Shirahata are the candidates for Outside Directors.
In accordance with Article 427, Paragraph 1 of the Companies Act, the Company has entered into
an agreement with Mr. Masatoshi Hori to limit the liability for damages under Article 423,
Paragraph 1 of the Companies Act. If the appointment of Mr. Masatoshi Hori is approved, theagreement with him will be continued. In addition, if the appointment of Mr. Hisashi Shirahata isapproved, the company plans to conclude such an agreement with him. The maximum amount ofliability for damages based on the contract is the minimum liability limit stipulated by laws andregulations.
In order to secure excellent human resources and prevent the atrophy of execution of duties, theCompany has concluded a liability insurance contract with an insurance company for all directors.
If Mr. Masatoshi Hori and Mr. Hisashi Shirahata are appointed as Directors who are Audit &Supervisory Committee members, they will be included as insured persons under the liability
insurance contract. The outline of the agreement is as described on page 8 (Note 2) of this Notice.
Mr. Masatoshi Hori is currently an outside director of the Company, and his tenure will be 4 years
at the conclusion of this Ordinary General Meeting of Shareholders.
Mr. Masatoshi Hori and Mr. Hisashi Shirahata meet the requirements of an independent director
based on the provisions of the listed stock exchange. The Company plans to register continuously
Mr. Masatoshi Hori, and newly Mr. Hisashi Shirahata, as independent directors.

- 10 -

Skills matrix of Board of Directors once Proposal 1 and 2 are approved.
Capabilities and experience of the Company’s directors:
M&A/
Knowledge/
ManageFinance/
Sales/
ESG/
Legal/
HR/ Production/
New Business
Experience
IT/DX
ment
Accounting Marketing Sustainability Compliance Labor SCM/QC
Development/(Foodservice)
Overseas

Yuichi Amari
Hiroki Shimizu
Naoki Kitagawa
Tomohide Yamamoto
Kazuhiro Ishihara
Masatoshi Hori
Yoko Yoshimoto
Chiaki Oda
Hisashi Shirahata

●

●

●

●

●

●

●
●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●
●

●

●

●

●

●

●
●

●
●

●

●

●

* Marks indicate skills each director is expected to demonstrate in particular.

- 11 -●●●

Proposal 3: Revisions to Restricted Stock-Based Remuneration Plan for Directors (Excluding Directors who
are Audit & Supervisory Committee Members)
The amount of remuneration, etc., for Directors of the Company (excluding Directors who are Audit & Supervisory
Committee Members) was approved at up to 300 million yen per year (however, this does not include the portion ofsalary paid as an employee for Directors serving concurrently as employees; hereinafter, referred to as the “maximum
amount of monetary remuneration”), at an Extraordinary General Meeting of Shareholders of the Company held on
April 1, 2016. In addition, at the 4th Ordinary General Meeting of Shareholders held on May 29, 2018, approval wasreceived for a total annual amount of monetary remuneration for granting restricted stock (with a transfer restriction
period of between three (3) and five (5) years, determined by the Board of Directors of the Company) of up to 30
million yen per year (up to 20,000 shares of the common stock of the Company to be issued or disposed of per year),within this maximum amount of remuneration.
Now, the Company has decided to revise the officer remuneration plan, and thus proposes to amend remuneration,etc., related to the restricted stock-based remuneration plan as follows, in order to enhance incentives for Directorsof the Company (excluding Directors who are Audit & Supervisory Committee Members ; hereinafter, referred to as
the “Eligible Directors”) to sustainably enhance the corporate value of the Company, while also achieving the sharingof value with shareholders on a more long-term basis, and enhancing the link between the business performance of
the Company and the Eligible Directors’ remuneration.
The new restricted stock-based remuneration plan shall consist of a “continuous service-type restricted stock plan,”in which the transfer restriction period has been amended to the “period until the day an Eligible Director resigns orretires as a Director of the Company or another position determined by the Board of Directors of the Company,” inorder to achieve the sharing of value with shareholders on a more long-term basis, as well as a “performance-linked
restricted stock plan,” aimed at enhancing the link between the business performance of the Company and the Eligible
Directors’ remuneration.
The total amount of monetary remuneration claims to be paid for the granting of restricted stock to the Eligible
Directors based on this proposal shall be an amount considered appropriate based on the above objectives, of up to
50 million yen per year for the continuous service-type restricted stock plan and up to 30 million yen per year for the
performance-linked restricted stock plan, with both a separate amount to the maximum amount of monetary
remuneration. The total number of shares of common stock of the Company to be issued or disposed of as restricted
stock shall be up to 20,000 shares per year for the continuous service-type restricted stock plan and up to 12,000
shares per year for the performance-linked restricted stock plan. Provided, however, that if the total number of issued
shares of the Company changes as a result of a consolidation of shares or a share split (including a gratis allotmentof shares), the maximum number of shares to be issued or disposed of shall be adjusted in accordance with the ratioof the consolidation or split. In addition, the amount of remuneration for the existing restricted stock-based
remuneration plan shall be discontinued, and no restricted stock shall be granted based on this remuneration amountin the future.
Furthermore, the specific timing of payment and allocation to each Eligible Director shall be determined by the Boardof Directors, after deliberation and a report by the Independent Advisory Committee.
In addition, the issuance or disposal of the common stock of the Company based on this proposal shall be conductedusing a method whereby monetary remuneration claims are paid to Eligible Directors as remuneration, etc., and the
Eligible Directors contribute all of the monetary remuneration claims as property contributed in kind and receive theissuance or disposal of common stock of the Company in return. The amount to be paid per share shall be the closing
price of the common stock of the Company on the Tokyo Stock Exchange on the business day prior to date of eachresolution of the Board of Directors (if there are no trades on that day, the closing price on the most recent prior daywith trades).
The Company believes that the content of this proposal is appropriate, as it is both necessary and reasonable for
granting restricted stock to Eligible Directors, based on the policies for determining the content of individual
remuneration, etc., for Directors (please refer to pages 19 and 20 (Japanese version only) of the Business Report foran overview thereof), and the total number of shares to be issued or disposed of in one (1) year for the Eligible
Directors shall be 0.07% or less of the total number of issued shares (as of February 28, 2023), meaning that thedilution ratio is minor. If Proposal 1 is approved and passed as originally proposed, the number of Eligible Directors
shall be five (5). Furthermore, the Audit & Supervisory Committee has judged that the content of this proposal isappropriate.
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When issuing or disposing of the common stock of the Company based on this proposal, the Company shall enter
into a restricted stock allotment agreement (the “Allotment Agreement”) that includes the following content as an
outline with the Eligible Directors.
1. Transfer Restriction Period
Eligible Directors must not transfer, create security interests on, or otherwise dispose of (the “transfer
restrictions”) common stock of the Company allotted as a result of the Allotment Agreement (the “Allotted
Shares”) during the respective periods set forth below (the “transfer restriction periods”).
(1) Continuous service-type restricted stock plan
A period from the date of allotment of the Allotted Shares until the day the Eligible Director resigns or retires
as a Director of the Company or another position determined by the Board of Directors of the Company(2) Performance-linked restricted stock plan
A period determined by the Board of Directors of the Company of up to five (5) years, starting from the dateof allotment of the Allotted Shares
2. Conditions for Lifting Transfer Restrictions(1) Continuous service-type restricted stock plan
The Company shall lift transfer restrictions on all the Allotted Shares when the transfer restriction period ends,
subject to Eligible Directors having served continuously in the position set forth in the above item 1 (1) during
the period set forth in advance by the Board of Directors of the Company (the “service provision period”).
Provided, however, that if the Eligible Director resigns or retires from the position set forth in the above item
1 (1) prior to the expiration of the service provision period for a reason recognized as justifiable by the Boardof Directors of the Company, the number of the Allotted Shares from which to lift transfer restrictions and thetiming of the lifting of transfer restrictions shall be reasonably adjusted as necessary.
(2) Performance-linked restricted stock plan
The Company shall lift transfer restrictions when the transfer restriction period expires, on a number of the
Allotted Shares corresponding to the level of achievement of business performance indices set in advance by
the Board of Directors of the Company (for the portion to be granted for 2023, the Company plans to set the
average annual rate of growth in earnings per share (EPS), return on invested capital (ROIC), equity ratio, andtotal return ratio, which are financial targets under the Company’s Business Plan, as well as the amount of
reduction in CO2 emissions, etc., as business performance indices), subject to Eligible Directors having served
continuously as a Director of the Company or in another position determined by the Board of Directors of theCompany during the transfer restriction period. Provided, however, that if the Eligible Director loses his or her
position as a Director of the Company or another position determined by the Board of Directors of the Company
prior to the expiration of the transfer restriction period for a reason recognized as justifiable by the Board of
Directors of the Company, the number of the Allotted Shares from which to lift transfer restrictions and thetiming of the lifting of transfer restrictions shall be reasonably adjusted as necessary.
3. Acquisition of the Allotted Shares Without Consideration
When the transfer restriction period expires, or when an Eligible Director loses the position set forth in the above
item 2 (2), the Company shall automatically acquire any of the Allotted Shares for which transfer restrictions havenot been lifted, without consideration.
4. Malus and Clawback SystemIf, during the transfer restriction period, an Eligible Director engages in certain illegal actions, or if it comes tolight that certain other circumstances set forth in the Allotment Agreement have occurred, the Company shallacquire all or part of the Allotted Shares held by the Eligible Director without consideration. In addition, if, during
the period until the day when two (2) years have passed since the expiration of the transfer restriction period, an
Eligible Director engages in certain illegal actions, or if it comes to light that certain other circumstances set forthin the Allotment Agreement have occurred, the Company may demand that the Eligible Director returns all or partof the Allotted Shares held, or pays a monetary amount equivalent to the market value of the shares.

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5. Treatment in the Event of Organizational Restructuring, etc.
In the event that, during the transfer restriction period, a merger agreement in which the Company is thedisappearing company, share exchange agreement or share transfer plan in which the Company will become awholly owned subsidiary, other organizational restructuring, etc., is approved at a General Meeting of
Shareholders of the Company (however, this shall be the Board of Directors of the Company in cases when theorganizational restructuring, etc., does not require approval at a General Meeting of Shareholders of the Company),
the Company shall, by resolution of the Board of Directors of the Company, lift the transfer restrictions ahead ofthe effective date of the organizational restructuring, etc., for a number of the Allotted Shares reasonably
determined based on the period from the start date of the transfer restriction period until the effective date of theorganizational restructuring, etc. In such cases, the Company shall automatically acquire any of the Allotted
Shares for which transfer restrictions have not been lifted immediately after the lifting of transfer restrictions,
without consideration.
6. Other Matters to be Determined by the Board of Directors
Other matters related to the Allotment Agreement shall be determined by the Board of Directors, after deliberation
and a report by the Independent Advisory Committee.
(Reference)
Even if this proposal is approved and passed as originally proposed, the Company intends to continue delivering
restricted stock with a transfer restriction period of “between three (3) and five (5) years, determined by the Board of
Directors of the Company” to Directors, Executive Officers, and employees of the Company’s subsidiaries.

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